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Element Fleet Management Corp. Proxy Solicitation & Information Statement 2026

Mar 31, 2026

46956_rns_2026-03-31_43d17a00-7d66-4037-9185-3f8f8540e1c6.pdf

Proxy Solicitation & Information Statement

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element

ELEMENT FLEET MANAGEMENT CORP.

Notice of Annual Meeting of Shareholders

May 7, 2026

Notice is hereby given that the annual meeting of the holders of common shares of Element Fleet Management Corp. (the "Corporation") will be held on Thursday, May 7, 2026 at 10:00 a.m. (Toronto time) (the "Meeting") via live audio webcast online at meetnow.global/MQPRHKW. The Meeting will be held for the following purposes:

  1. to receive the Corporation's audited consolidated financial statements as at and for the year ended December 31, 2025, and the auditors' report thereon;
  2. to elect the Directors of the Corporation;
  3. to re-appoint the Corporation's auditors and to authorize the Board of Directors to fix their remuneration;
  4. to consider and, if thought advisable, approve the advisory resolution on the Corporation's approach to executive compensation; and
  5. to transact such other business as may properly come before the Meeting or any adjournment thereof.

The specific details of the foregoing matters are set forth in the Management Information Circular (the "Circular") accompanying this Notice of Meeting under the heading of "Matters to be Acted Upon at Meeting".

Given the inclusive, efficient and environmentally friendly nature of a virtual meeting, and the positive experience all of our stakeholders have had with our virtual shareholders' meetings over the last several years, we will once again hold our annual meeting in a virtual format, conducted via live audio webcast. Shareholders will have an opportunity to participate at the Meeting online regardless of their geographic location. Registered shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, provided they are connected to the internet and comply with all of the requirements set out in the Circular.

Non-registered (or beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote at the Meeting. A shareholder who wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves to attend) must follow the instructions in the Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, Computershare Trust Company of Canada, after submitting their form of proxy or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a Control Number to participate in the Meeting and only being able to attend as a guest. Proxies must be received no later than Tuesday, May 5, 2026 at 10:00 a.m. (Toronto time), or in the case of any adjournment of the Meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the adjournment.


DATED the 25th day of March, 2026.

By Order of the Board of Directors

"David Steinhauer"

David Steinhauer
Senior Vice President & Corporate Secretary